TERMINAL OPERATING AGREEMENTTerminal Operating Agreement • October 1st, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Massachusetts
This TERMINAL OPERATING AGREEMENT (“Operating Agreement”), dated as of , 2013, is by and among SPRAGUE MASSACHUSETTS PROPERTIES LLC (“SPRAGUE MASSACHUSETTS”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire 03801, SPRAGUE RESOURCES HOLDINGS LLC (“SPRAGUE HOLDINGS”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire 03801, and SPRAGUE OPERATING RESOURCES LLC (“SPRAGUE OPERATING RESOURCES”), a Delaware limited liability company, having its principal place of business at 2 International Drive, Suite 200, Portsmouth, New Hampshire, 03801. SPRAGUE RESOURCES, SPRAGUE HOLDINGS and SPRAGUE MASSACHUSETTS are collectively referred to herein as the “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among SPRAGUE RESOURCES LP, SPRAGUE RESOURCES GP LLC, AXEL JOHNSON INC., SPRAGUE INTERNATIONAL PROPERTIES LLC, SPRAGUE CANADIAN PROPERTIES LLC, SPRAGUE RESOURCES HOLDINGS LLC, And SPRAGUE...Contribution, Conveyance and Assumption Agreement • October 1st, 2013 • Sprague Resources LP • Wholesale-petroleum bulk stations & terminals • Delaware
This Contribution, Conveyance and Assumption Agreement, dated as of , 2013 (this “Agreement”), is by and among Sprague Resources LP, a Delaware limited partnership (the “Partnership”), Sprague Resources GP LLC, a Delaware limited liability company (the “General Partner”), Axel Johnson Inc., a Delaware corporation (“AJI”), Sprague International Properties LLC, a Delaware limited liability company (the “SPV”), Sprague Canadian Properties LLC, a Delaware limited liability company (the “SPV2”), Sprague Resources Holdings LLC, a Delaware limited liability company (“Holdings”), and Sprague Operating Resources LLC, a Delaware limited liability company (the “OLLC”). The above named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
